Telephonic Instructions Sample Clauses

Telephonic Instructions. Unless required by law or we have agreed otherwise in writing, we are not required to act upon instructions you give us via facsimile transmission or leave by voice mail or on a telephone answering machine.
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Telephonic Instructions. Administrative Agent and the Lenders are authorized to make the Loans under this Agreement based upon telephonic or other instructions received from anyone purporting to be a Financial Officer of Borrower.
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Telephonic Instructions. Northern shall be deemed to have received ----------------------- instructions ("Instructions") from Goldman upon receipt of telephonic Instructions given by one or more persons who have been authorized pursuant to Section 4.06 by a general partner of Goldman to give the particular class of Instructions in question. Northern shall verify all telephonic Instructions by telephoning as practicable a person that is so authorized to give such Instructions other than the authorized person who initiated such Instructions, except in the case of so-called "repetitive transfers" where the identity of the transferor and the identity and bank account of the transferee shall have been communicated to Northern in an Instruction given by one or more persons who have been authorized by a general partner of Goldman to give such class of Instructions. In cases where verification is required (i.e., those situations not involving such "repetitive transfers") Northern shall not be deemed to have received a telephonic Instruction until such Instruction has been so verified.
Sample 1
Telephonic Instructions. State Street shall be deemed to have ----------------------- received instructions ("Instructions") from Goldman upon receipt of telephonic Instructions given by one or more persons who have been authorized by a general partner of Goldman to give the particular class of Instructions in question. Two or more of the persons designated by Goldman to give telephonic Instructions shall promptly confirm such telephonic in writing to State Street. If State Street receives an Instruction that it has reason to believe conflicts with another Instruction, it shall use its best efforts to seek clarification from Goldman and State Street shall halt such affected transaction to the extent possible if Goldman agrees to hold State Street harmless for any costs or liabilities incurred as a result of halting such transaction.
Sample 1
Telephonic Instructions. Northern shall be deemed to have received ----------------------- instructions ("Instructions") from State Street upon receipt of telephonic Instructions given by one or more persons who have been authorized by an officer of State Street to give the particular class of Instructions in question. Northern shall verify all telephonic Instructions by telephoning as soon as practicable a person that is so authorized to give such Instructions other than the authorized person who initiated such Instructions. In such case, Northern shall not be deemed to have received a telephonic Instruction until such Instruction has been so verified.
Sample 1
Telephonic Instructions. Administrative Agent and the Lenders are authorized to make the Advances, and the Letters of Credit under this Agreement based upon telephonic or other instructions received from anyone purporting to be a Financial Officer of Borrower, or without instructions if pursuant to Section 2.6(e) (provided that any telephonic notice must be promptly confirmed in writing in accordance with Section 2.3(a)). Maintenance of Loan Account; Statements of Obligations. Administrative Agent shall maintain an account on its books in the name of Borrower (the “Loan Account”) on which Borrower will be charged with the Term Loan B and all Advances made by Administrative Agent or the Lenders to Borrower or for Borrower’s account, including, accrued interest, Lender Group Expenses, and any other payment Obligations of Borrower (except for Bank Product Obligations). In accordance with Section 2.8, the Loan Account will be credited with all payments received by Administrative Agent from Borrower or for Borrower’s account. Administrative Agent shall render statements regarding the Loan Account to Borrower, including principal, interest, fees, and including an itemization of all charges and expenses constituting Lender Group Expenses owing, and such statements shall be conclusively presumed to be correct and accurate and constitute an account stated between Borrower and the Lender Group unless, within 30 days after receipt thereof by Borrower, Borrower shall deliver to Administrative Agent written objection thereto describing the error or errors contained in any such statements.
Sample 1
Telephonic Instructions. Agent and the Lenders are authorized to ----------------------- make the Advances under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Person; provided, however, that such instructions are promptly followed by written confirmation from the Borrower which is signed by an Authorized Person.
Sample 1
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Related to Telephonic Instructions

  • Telephonic Notices The Borrower hereby authorizes the Lenders and the Agent to extend, convert or continue Advances, effect selections of Types of Advances and to transfer funds based on telephonic notices made by any person or persons the Agent or any Lender in good faith believes to be acting on behalf of the Borrower, it being understood that the foregoing authorization is specifically intended to allow Borrowing Notices and Conversion/Continuation Notices to be given telephonically. The Borrower agrees to deliver promptly to the Agent a written confirmation, if such confirmation is requested by the Agent or any Lender, of each telephonic notice signed by an Authorized Officer. If the written confirmation differs in any material respect from the action taken by the Agent and the Lenders, the records of the Agent and the Lenders shall govern absent manifest error.

  • Telephonic Notice Without any way limiting the Borrower’s obligation to confirm in writing any telephonic notice, the Administrative Agent may act without liability upon the basis of telephonic notice believed by the Administrative Agent in good faith to be from the Borrower prior to receipt of written confirmation. In each case the Borrower hereby waives the right to dispute the Administrative Agent’s record of the terms of such telephonic Loan Notice in the absence of manifest error.

  • Proper Instructions and Special Instructions “Proper Instructions,” which may also be standing instructions, as such term is used throughout this Agreement shall mean instructions received by the Custodian from a Fund, a Fund’s duly authorized investment manager or investment adviser, or a person or entity duly authorized by either of them. Such instructions may be in writing signed by the authorized person or persons or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed from time to time by the Custodian and the person(s) or entity giving such instruction, provided that the Fund has followed any security procedures agreed to from time to time by the applicable Fund and the Custodian including, but not limited to, the security procedures selected by the Fund via the form of Funds Transfer Addendum hereto, the terms of which are hereby agreed to. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to provide such instructions with respect to the transaction involved; the Fund shall cause all oral instructions to be confirmed in writing. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any multi-party agreement which requires a segregated asset account in accordance with Section 2.9 hereof.

  • Authorized Instructions The Custodian shall be entitled to rely upon any Oral Instructions or Instructions actually received by the Custodian and reasonably believed in good faith by the Custodian to be from an Authorized Person (“Authorized Instructions”). Notwithstanding any other provision included in this Agreement, Written Instructions relating to the disbursement of moneys of the Fund other than in connection with the purchase, sale or settlement of Securities, shall be in the form of a Certificate. The Fund agrees that an Authorized Person shall forward to the Custodian Instructions confirming Oral Instructions by the close of business of the same day that such Oral Instructions are given to the Custodian. The Fund agrees that the fact Instructions confirming Oral Instructions are not received or that contrary Instructions are received by the Custodian after the Custodian has effected such Oral Instructions shall in no way affect the validity or enforceability of transactions authorized by such Oral Instructions and effected by the Custodian.

  • Proper Instructions Proper Instructions, which may also be standing instructions, as used throughout this Agreement, shall mean instructions received by the Custodian from the Fund, the Fund’s investment manager, or a person or entity duly authorized by either of them. Such instructions may be in writing signed by the authorized person or persons or may be in a tested communication or in a communication utilizing access codes effected between electro-mechanical or electronic devices or may be by such other means and utilizing such intermediary systems and utilities as may be agreed to from time to time by the Custodian and the person or entity giving such instructions, provided that the Fund has followed any security procedures agreed to from time to time by the Fund and the Custodian, including, but not limited to, the security procedures selected by the Fund in the Funds Transfer Addendum to this Agreement. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved. The Fund shall cause all oral instructions to be confirmed in writing. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any multi-party agreement which requires a segregated asset account in accordance with Section 2.9 of this Agreement. The Fund or the Fund’s investment manager shall cause its duly authorized officer to certify to the Custodian in writing the names and specimen signatures of persons authorized to give Proper Instructions. The Custodian shall be entitled to rely upon the identity and authority of such persons until it receives notice from the Fund to the contrary.

  • Acting on Instructions; Unclear Instructions (a) Bank is authorized to act under this Agreement (or to refrain from taking action) in accordance with the instructions received by Bank, via telephone, telex, facsimile transmission, or other teleprocess or electronic instruction or trade information system acceptable to Bank ("Instructions"). Bank shall have no responsibility for the authenticity or propriety of any Instructions that Bank believes in good faith to have been given by Authorized Persons or which are transmitted with proper testing or authentication pursuant to terms and conditions that Bank may specify. Customer authorizes Bank to accept and act upon any Instructions received by it without inquiry. Customer shall indemnify the Bank Indemnitees against, and hold each of them harmless from, any Liabilities that may be imposed on, incurred by, or asserted against the Bank Indemnitees as a result of any action or omission taken in accordance with any Instructions or other directions upon which Bank is authorized to rely under the terms of this Agreement, provided that Bank shall not be indemnified against or held harmless from any Liabilities arising out of Bank's negligence, bad faith, fraud, or willful misconduct.

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